Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder.
Direct Indemnity. 16.1.1. Each Party shall indemnify and hold harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, damages and expenses, including attorneys’ fees and costs (collectively, the “Liabilities”) arising out of (i) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party; or (ii) the gross negligence, recklessness or willful misconduct of the indemnifying Party. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Direct Indemnity. 11.1.1 Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third Party claims, demands, liabilities, damages (including damages directly or indirectly suffered by the other Party and/or its Affiliates and their respective directors, officers, shareholders, agents, consultants and employees) and expenses, including reasonable attorney’s fees and costs (collectively “Liabilities”) arising out of the intentional or grossly negligent breach of any material provision of this Agreement by the indemnifying Party or caused by an intentional act or omission of the indemnifying Party.
Direct Indemnity. Each party shall indemnify and hold the other party and its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party and its Affiliates and sublicensees, from and against all claims, demands, liabilities, damages and expenses, including reasonable attorneys’ fees and other litigation costs (collectively, “Liabilities”) arising out of negligence, recklessness or intentional misconduct of the indemnifying party, its Affiliates, or its sublicensees in connection with the work performed by such party, its Affiliates, or its subcontractor(s) and/or sublicensee(s) during the Research Program, or arising out of the manufacturing, use, storage, distribution or sale of Candidate Compounds, Development Compounds, Abandoned Compounds or Products hereunder by the indemnifying party, its Affiliates or its sublicensees; except in each case to the extent such Liabilities resulted from negligence, recklessness or intentional misconduct or misrepresentations of the other party or its Affiliates or sublicensees.
Direct Indemnity. Each party shall indemnify, defend and hold the other party harmless, and hereby forever releases and discharges the other party, from and against any loss, liability, cost or expense, including attorneys' fees and costs (any "Liability"), resulting from any claim, action or other proceeding by a Third Party, arising out of the negligence, recklessness or intentional acts or omissions of the indemnifying party in connection with the work performed by such party during the Development Program.
Direct Indemnity. 15.1.1. Each Party shall indemnify and hold harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, the "Liabilities") arising out of the breach of any material provision of this Agreement by the indemnifying Party, except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party.
Direct Indemnity. Each party shall indemnify and hold the other party, its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party, its Affiliates and sublicensees, from and against all claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, "Liabilities"), related to any claim of a third party (not an Affiliate or sublicensee) arising out of the negligence, recklessness or intentional misconduct of the indemnifying party, its Affiliates or sublicensees in connection with the work performed by such party in the Research Program, development or the marketing or sale of Product Candidates or Licensed Products hereunder; or the breach of any warranty hereunder except in each case to the extent such Liabilities resulted from the negligence, recklessness or intentional misconduct of the other party.
Direct Indemnity. Each party shall indemnify and hold the other party, ---------------- its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party, its Affiliates and sublicensees, from and against all claims demands, liabilities, damages and expenses, including attorneys fees and costs (all "Liabilities") arising out of any breach of a representation or warranty contained in Section 2 hereof, negligence, recklessness or intentional wrongful acts or omissions of the indemnifying party, its Affiliates or sublicensees in connection with the work performed by such party during the term of this Agreement except in each case to the extent such Liabilities resulted from negligence, recklessness or intentional wrongful acts or omissions of the other party. Neither party shall be liable to the other for any indirect, incidental or consequential damages arising out of any terms or conditions in this Agreement or with respect to the performance thereof.
Direct Indemnity. Each party shall indemnify and hold the other party, ---------------- its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party, its Affiliates and sublicensees, from and against all claims demands, liabilities, damages and expenses, including attorneys fees and costs (all "Liabilities") arising out of any breach of a representation or warranty contained in Section 2 hereof, negligence, recklessness or intentional wrongful acts or omissions of the indemnifying party, its Affiliates or sublicensees in connection with the work performed by such party during the term of this Agreement except in each case to the extent such Liabilities resulted from negligence, recklessness or intentional wrongful acts or omissions of the other party. Neither party shall be CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. liable to the other for any indirect, incidental or consequential damages arising out of any terms or conditions in this Agreement or with respect to the performance thereof.
Direct Indemnity. 11.1.1. Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third-Party claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, the "LIABILITIES") arising out of the breach of any material provision of this Agreement by, or an act or an omission of, the indemnifying Party, except to the extent such Liabilities resulted from the gross negligence, recklessness or intentional acts or omissions of the other Party.
